Rainbows
by Lunerpet
Summary: Rainbow Dash goes to visit Twilight and finds her being naughty, so Twilight decides to have a little fun with her, now Rainbow Dash is learning a whole new meaning to friendship. Warning this is Futa Dash fic, that means girl with a male part, don't read if you don't like pony on pony action or have a problem with girls with a penis. 18 only. enjoy!
1. Chapter 1

Rainbow Dash yawned, she was rather bored today, no clouds were in the sky and all her friends seemed busy too, Fluttershy was tending to her animals, Rarity was making a line of new dresses like she always was.

Applejack was working on her farm like always and Pinkie was...well Pinkie, the only one not busy was her egghead friend Twilight Sparkle, maybe she could visit her and hope she has something to do.

Rainbow Dash flew over to Twilight's house and knocked on the door, she waited for her friend to answer but she didn't come to the door. "Where is she?"

Rainbow Dash pushed the door open which she was surprised that it was open. "Hey Twilight, you in here?"

Twilight was sitting at her library reading a book, she was busy taking notes as she read to notice her.

"Hey Twilight!?" Rainbow Dash yelled making the purple mare jump.

"WHA?!" Twilight dropped her book and put a hoof on her chest breathing heavy. "Jeez Rainbow Dash, you startled me!"

"Haha, sorry Twilight, didn't mean to scare you" Rainbow Dash laughed a bit and looked at the book she was reading. "What's got you so distracted?"

Twilight blushed and closed the book before Rainbow Dash could read any of it. "Nothing! No reason!"

"Oh come on show me" Rainbow Dash quickly moved and grabbed to book from her.

"Hey, no, please don't!" Twilight tried to take it back but Rainbow Dash opened it and saw the title.

"Midnight Heart's lingerie sleepover?" Rainbow Dash read out load. "Twilight...this is mare porn.."

Rainbow Dash looked at her confused, she knew about this mare named Midnight Heart, she was a highly well known in the adult world. "You read adult books Twilight!?"

"I...uh...I..." Twilight's face turned red. "I know it's wrong..but I like it..."

"Wow, I never took you for that kinda thing" Rainbow Dash said honestly surprised. "And into mare's too?"

"It's not just mare's.." Twilight kicked her hoof a bit.

"So you're into.." Rainbow Dash gasped. "You're a bi pony!?"

Twilight was really embarrassed now, she never thought any pony would find out. "I...I can't help it..when I found this book I just got so into it.."

"Hey it's cool Twilight, no reason to be ashamed of it" Rainbow Dash put a hoof on her she shoulder. "Everypony has something their attracted too"

Twilight looked at her and frowned a bit. "Really? You're not freaked out about it?"

"Why would I be freaked out silly? Rainbow Dash said and smiled at her. "You're not strange for liking both genders Twilight"

"Thanks Rainbow Dash.." Twilight smiled now herself and hugged her. "You're a true friend"

"Hey now, no need for hugs" Rainbow Dash blushed a bit. "So when did you start getting into sex?"

"A few months ago actually, it's only a couple weeks ago that I started looking at mare's, however.." Twilight said and got a look in her eye. "There is something else I like even more"

"Oh yeah, what?" Rainbow Dash asked not realizing her strange look.

"Do you really want to know?" Twilight asked as her horn started to glow.

"Sure, what is it?" Rainbow Dash asked.

"Then I'll show you" Twilight said as her horn glowed brightly and suddenly hit Rainbow Dash with a bright light.

"Wha!?" Rainbow Dash closed her eyes getting blind for a few seconds. "Twilight!?"

Twilight's horn stops glowing after a bit and Rainbow Dash opened her eyes. "How do you feel?"

Rainbow Dash shock her head and looked around herself. "What spell was that? I don't feel any different"

"It's a fun new spell I learned from a Midnight Heart book" Twilight said. "Let's see if it worked?"

Twilight lifted Rainbow Dash's back leg and peaked under. "Hello!"

"Huh?" Rainbow Dash looked down and saw a big stallion cock between her legs. "What did you do!?"

Twilight jumped for joy a bit. "It worked!"

"I...I'm a stallion?!" Rainbow Dash was freaking out now. "I thought you couldn't do that kind of magic!"

"Oh you're not a stallion Rainbow Dash, You're a..uh..I don't remember what their called but you're a mare with a stallion's member" Twilight explained.

"You gave me a cock!? Why would you do that!?" Rainbow Dash asked annoyed. "I can't walk around with this big thing between my legs!"

"Oh relax Rainbow Dash, you're fine, but do you feel anything different?" Twilight asked.

"Well no, other then freaking out" Rainbow Dash said.

"Strange" Twilight turned around and looked at her book again. "You should feel an attraction to mare's and have a sexual need to mate"

Rainbow Dash then noticed that Twilight's plot was raised in the air as she was reading and she felt something between her legs get hard making her look down and saw her new organ was growing at the sight of Twilight. "Oh boy..."

"Did I cast the spell wrong?" Twilight asked herself. "Darn, I thought I had it"

Rainbow Dash gulped as her wings flapped a little, she had no idea what she was feeling right now, but she was feeling strange and hot all at the same time, she watched her plot move and felt herself getting harder. "What is wrong with me?"

Twilight sighed and turned back to Rainbow Dash. "Well we can try again"

"Uhh.." Rainbow Dash looked over her body, she never realized how attractive Twilight was before, for an egghead she was quite beautiful.

"Are you ready?" Twilight readied her horn again.

Rainbow Dash suddenly kissed Twilight without warning.

"Mmmm?!" Twilight looked at her confused and noticed the long cock between Rainbow Dash's legs, she couldn't help but giggle inside, knowing her magic worked.

"Mmmm!" Rainbow Dash kissed her more and wrapped a hoof around her.

Twilight was obviously enjoying herself as Rainbow Dash kissed her, Rainbow Dash felt herself getting hotter, like a need for Twilight just raised inside her, she broke the kiss and felt her cock pulse with eagerness.

"Let me play with you" Twilight said as she went under her and got a good look at her cock.

"Whoa, Twilight...I" Rainbow Dash blushed and suddenly felt Twilight's tongue caress her length, making her gasp a little. *Gasp*

Twilight licked her cock gently making Rainbow Dash lean back on her back legs so Twilight could get her full cock, and Twilight grinned as she opened her mouth and went down on her cock, and she started to suck on her big cock. "Mmm!"

"Oh...how does this feel so...good?" Rainbow Dash asked herself as surges of pleasure went through her body. "Ahhh!"

Twilight liked hearing her friend moan from the pleasure, so she sucked on her cock a bit faster now. "Mmmm!"

"Ahhh! Oh Twilight..." Rainbow Dash put a hoof on Twilight's head as she felt more pleasure. "It feels so good"

Twilight bobbed her head sucking her hard cock gently, she stopped and moved her tongue along her sensitive tip, she moved her tongue in circular motions on her tip like she was an expect, she looked at Rainbow Dash to see if she was enjoying it as she worked.

Rainbow Dash felt like she was in heaven, she had never had any sexual experience before in her life, she felt hot all over and her tongue was sticking out in ecstasy, Rainbow Dash stroked Twilight's mane as she felt each stroke of Twilight's tongue. "Oh that tongue!"

Twilight took her cock back into her mouth and sucked on her shaft again, she bobbed her head and Rainbow Dash grind her teeth and gasped again, Twilight's wet mouth made Rainbow Dash go crazy, she felt a tight pressure build up in her crotch.

"What's this feeling!?" Rainbow Dash wasn't sure what was going on with her body, but she was feeling too good to care. "Don't stop!"

Twilight enjoyed Rainbow Dash's moans and screams of delight, she sucked harder as Rainbow Dash twitched and flapped her wings a bit faster, Twilight kept sucking her cock and enjoying the taste of her friend.

Rainbow Dash felt more pressure build up and grunted heavily. "Ahhh!"

Twilight bobbed her head faster on her cock as her tongue felt her shaft all around in her mouth, she could tell Rainbow Dash was holding back her release, and she liked how Rainbow Dash was starting to get into it, her experiment was coming along nicely.

"Oh Celestia!" Rainbow Dash felt even more pressure build up, she couldn't think as everything seemed white, her mind was everywhere and she was in bliss, Rainbow Dash felt every inch of her tongue around her new rod, she didn't want the pleasure to end. "Ahhh! More Twilight! MORE!"

Rainbow Dash grabbed Twilight's head and pulled her down forcing her to deep throat her cock, Twilight gagged as she wasn't ready to take in that much. "Mmm!" *Gag* Twilight tried to pull back but couldn't as Rainbow Dash held her head down there.

Rainbow Dash felt her cock twitch as she felt Twilight's throat with every inch. "AHHH! YES!"

"MMM!" Twilight choked on her cock as she couldn't breath, she had never done anything like this before, it hurt her throat as Rainbow Dash's cock rubbed it raw, she gagged and choked as Rainbow Dash went faster, each thrust leaking some pre-cum. "MMM!"

"AHH! Take it all in!" Rainbow Dash thrust her cock in and out of her throat, she was ready to blow any minute, but she didn't want the pleasure to stop, her hips picked up the pace making Twilight's vision start to blur.

"I'M GOING TO-AHHHHHHHHH!" Rainbow Dash couldn't hold back any longer and thrust as deep as she could into Twilight's throat and unloaded her spunk in ropes straight down Twilight's throat forcing her to swallow her white seed. "Oh Celestia...that was good.."

"MMMMMMMM!" Twilight didn't intend to swallow but with her cock was so far into her throat she couldn't help it, it tasted salty but it was actually rather good to taste, but she was still choking.

"Oh flank, sorry Twilight!" Rainbow Dash said as she pulled out her cock from her mouth giving her room to breath. "Are you okay!? I kinda lost it there"

Twilight coughed and some of Rainbow's cum spilled out of her lips and her throat was sore making her voice hurt. "It's...okay..."

"What happened to me? I just lost control" Rainbow Dash asked confused.

Twilight's horn glowed and some medicine floated over to her and she swallowed it, hoping it would help her throat. "It's like I said before...you're sex drive is increased.."

"You sure you're okay? You don't sound so good" Rainbow Dash asked concerned.

"Don't worry, I'm just not...used to that..it was my first time...after all" Twilight said with a quiet tone.

"Well okay then" Rainbow Dash said with a smile. "But I have to say Twilight, for an egghead you sure know how to use that tongue"

Twilight blushed at her compliment. "Well I read a book about it"

"Haha, nice, but uh..can you change me back now? I'd like to be a full mare again" Rainbow Dash said as she looked at her crotch.

"Uh oh..." Twilight sweated a bit now.

"Uh oh? What's uh oh!?" Rainbow Dash looked back at Twilight. "You can fix me right!?"

"Actually...I don't know the counter spell..if there is one" Twilight scratch her head thinking. "I didn't even think about that...you're going to be stick with that stallion's cock and heightened sex drive until I can learn the spell to fix it"

"WHAT!?" Rainbow Dash jumped up in shock. "I can't walk around Ponyville with this thing!"

"I know it might be hard...and I'm sorry I wasn't thinking, I was just...so excited to try a new spell..." Twilight explained. "Just give me some time and in the meantime...just carry on you're normal daily business"

"Oh just great! I'm going to be stuck-" Rainbow Dash stopped her sentence and thought about it, she really enjoyed the pleasure she felt just now, who said she couldn't experience more pleasure with other pony's?

"I'm sorry Rainbow Dash, but you'll just have to wait" Twilight said.

"Oh you know? Actually take you're time Twilight, no rush" Rainbow Dash changed her tone and smiled. "But uh..say if I need to...you know? Release some tension, can I come back here?"

Twilight smiled at that. "Of course Rainbow Dash, I'd like that"

"Awesome, see you around then" Rainbow Dash then kissed her lips quickly before heading out the door.

"Rainbow Dash seemed rather happy, I hope she'll get used to her new part" Twilight said and got to work on a counter spell.

**Phew, hot stuff, this is my first MLP lemon, I hope you all enjoy!**


	2. Chapter 2

Applejack was a orange pony with a blonde mane and tail, tied back, and her eyes were green and she wore a cow girl hat, her cutie mark was three apples, and she was manning a apple booth to sell her Sweet apple acres apples, which was rather popular with the pony's in Ponyville.

But today was kinda slow to be honest, she wanted to close up soon for the day due to how slow it was. "Hmm, I wonder how the others are doing?"

Rainbow Dash suddenly came out of nowhere and crashed next to the stand. "OOF!"

"Rainbow Dash!? What in tarnation happened!?" Applejack helped Rainbow Dash up as she spoke.

"Ugh..." Rainbow Dash shock off the landing and flapped her feathered wings to make sure they weren't damaged. "I'm okay"

"You're normally too good at flying to crash like that!" Applejack said with worry.

"Uh...well I sort of got something new..and I'm still adjusting to it while flying..." Rainbow Dash kicked the floor a little not sure what to say.

"Something new? Like what?" Applejack asked.

"I...I can't show you in public.." Rainbow Dash blushed.

"What? That's odd, but okay" Applejack didn't want to pry on Rainbow Dash's private matters, but normally she didn't hide anything. "Well I was about to close up shop for the day, it's pretty slow, did you want to hangout or something?"

"Sure, I can do with some fun" Rainbow Dash said. "What do you have in mind?"

"Well we can do a lot of things" Applejack said as she turned away from Rainbow Dash. "How about some sports?"

Rainbow Dash's eyes glued onto Applejack's flank, she felt the strange heat again around her crotch, and felt her new colt member throb, she tried to calm down but it wasn't easy. "Uh...su-sure..."

"You okay Rainbow Dash?" Applejack asked. "You seem pretty jumpy"

"Yeah..I'm good..." Rainbow Dash did her best to hide her colthood. "Let's go"

They then went off to play their game, meanwhile Twilight was working on her project.

Twilight had saved a bit of Rainbow's semen to test and do some research, it was quite fascinating to her, she wondered if the magic created true colt semen or just something artificial to mimic it, she looked over her books and smiled. "This is perfect, I wonder why Princess Celestia never taught me any of these spells?"

Twilight was working when the door opened and she heard a soft voice. "Hello?"

"Huh?" Twilight looked back to see a gold Pegasus mare with a pink mane and tail and with light blue eyes. "Oh Fluttershy, what are you doing here?"

"Oh...well..actually.." Fluttershy looked for the words as she spoke. "I actually came by because I needed a book, can I look around for it?"

"Sure Fluttershy, what book?" Twilight asked.

Fluttershy looked around and quietly spoke. "Just a small book on plants.."

"Plants?" Twilight stopped and thought about it then grinned. "I know just the book"

"Oh good, I just need it to make sure my little friends don't get sick or anything" Fluttershy said with a smile.

"It's over there" Twilight said as she pointed to a bookshelf.

"Thanks Twilight" Fluttershy went over to the bookshelf and looked for the book unaware of Twilight's intention.

Twilight smiled as she looked at Fluttershy's plot. "Hehe"

"I don't see it Twilight, are you sure it's here?" Fluttershy asked looking on the lowest shelf. "Hmm, strange"

Twilight watched as Fluttershy's plot raised itself in the air and Twilight couldn't help herself and she placed her face between Fluttershy's back legs and licked her soft folds.

The sudden wet tongue going across her sex made Fluttershy blush and jump in surprise. "Wha!? Meep!"

"Mmm!" Twilight licked her clit gently enjoying the taste of her shy friend's clit. "You taste...mmm...good..mmm"

"Twi-Twilight!? Wha-what are you doing!?" Fluttershy tried to shout but she was still quiet, and her legs wouldn't move. "Wha...what is that?"

"Mmm!" Twilight tongued Fluttershy's delicate marehood and enjoyed Fluttershy's quiet whimpers.

"Haa...haa...Twi...Twilight...oh my goodness..." Fluttershy whimpered trying to say something but her words were cut short as Twilight suddenly picked up the pace. "Ooohh..."

Fluttershy had mixed feelings about all this, it felt good, but doing something so...perverted with one of her best friends, she was embarrassed that her little pussy was being played with, but also didn't want it to stop for some reason. "Oh my..."

Twilight moved her tongue up and down Fluttershy's slit. "MMM!"

Fluttershy gasped as she felt Twilight's tongue caresses her wet folds and felt herself getting wetter by the second, she was shocked but it felt so good it didn't matter. "Ahh..."

Twilight kissed her clit making her gasp hard, Fluttershy stuck her tongue out losing herself to the pleasure of Twilight's amazing tongue. "I..I..oh Celestia..this feels so...good..."

"Mmmm!" Twilight tongued Fluttershy's sweet sex a bit faster as she really got into it, Twilight kissed her clit again making her shiver in delight.

Fluttershy's breathing got heavy with each stroke of Twilight's tongue, her legs buckled and her front legs gave out on her and her top half fell to the ground with her plot still in the air. "I can't take it...it's so good...mmm, something is coming!"

Twilight knew what was going to happen and tongued her much faster and harder making Fluttershy lose it. "MMM!"

Fluttershy's eye's rolled back as her hips buckled and instinctively moved back pushing her pussy lips against Twilight's lips as she felt her first orgasm hit. "OH MY! AHHHHHHHH!"

Her virgin juices splashed over Twilight's face and mouth and Fluttershy felt amazing after the sudden shock of pleasure that coursed through her, and Twilight smiled and took a vial and slipped some of her juices into the vial and closed it, then she put it next to Rainbow Dash's male semen. "Perfect, thanks Fluttershy, that's just what I needed"

Fluttershy panted as she rested her body on the cold floor. "What...what just...happened?"

Twilight stroked her mane with her hoof. "You just had you're first orgasm"

Fluttershy couldn't speak due to her panting so much, she felt totally drained, she had never felt something like that in her life, and she liked it, all that pleasure that went through her body all at once, she loved it.

Twilight helped Fluttershy up with her magic. "You should go rest in my room, you look like you can't even stand"

Twilight helped Fluttershy into her room and laid her on her bed, as soon as Fluttershy's head touched the pillow she was asleep, and Twilight pulled over some covers on her. "Sleep well Fluttershy, when you wake up we're going to have more fun"

Twilight then went back to her studies, at this time Rainbow Dash and Applejack were playing some hoof ball and Applejack laughed as she bounced the ball with her hoof. "You're not doing so hot today, eh Rainbow Dash?"

Rainbow Dash however was focused on trying to hide her raging stallion cock, she was really turned on by Applejack's moves. "Not true...I'm just...distracted is all!"

"By what?" Applejack asked looking at her confused. "The only time you lose at something is if you're hiding something"

"Uhh..." Rainbow Dash tried to think of what to say, but Applejack stopped bouncing the ball and walked over to her. "I'm not hiding anything.."

"That's a load of hay Rainbow Dash, let me see" Applejack started to look around her and Rainbow Dash quickly moved her lower legs so she wouldn't see anything. "Rainbow, stop moving so much, you're as twitchy as rattle snake!"

"You...really don't want to know...I should probably get going..." Rainbow Dash said however that wasn't a good enough reason for Applejack and she jumped Rainbow Dash. "Whoa!"

"Got you!" Applejack said as they rolled and tumbled into some bushes where no pony was looking and Applejack sat on Rainbow pinning her down. "What is going on with-what was that?"

Applejack stopped as she felt a large throb under her trying to touch her privates, she looked down and saw a large throbbing member. "Uh...Rainbow?"

Rainbow Dash blushed. "I...uh...this is awkward.."

Applejack kept her eyes on her stallion cock. "How did I never see this before?"

"It's...kinda new..." Rainbow Dash admitted.

"Oh really?" Applejack smiled a bit and started to move her hips grinding against Rainbow's cock, which made Rainbow Dash moan in surprise.

"Wha...oohhhh..." Rainbow Dash looked at her not sure what she was doing but with the sudden pleasure she didn't really care. "That...that feels good.."

Applejack adjusted herself so her pussy was now on her member and she moved against her more. "Mmm..oohh.."

Rainbow Dash moaned as Applejack moved her hips back and forth, Rainbow Dash felt herself getting hard and her eyes rolled back a little. "Oh my...so...good..."

"Why didn't you tell me you had one of these!?" Applejack said excited as she pumped her shaft using her soft folds and picking up the pace. "I've always wanted to try this!"

Rainbow Dash moaned louder, her colt member getting harder and enjoying the soft feel of Applejack's privates. "Mmmm...I can't..take it much longer!"

Rainbow Dash was feeling the need to breed now, she wanted to take her friend right now, she couldn't hold back anymore and Applejack seemed to want it, Rainbow Dash moved her cock and thrust into Applejack's pussy. "Ahhhhhhhh! Oooohhh yeeaaahh!"

"Ahhhhhhh!" Applejack felt Rainbow Dash enter her pussy and she liked that. "Rainbow Dash, you naughty gal!"

Rainbow Dash started to move in and out of her in a thrusting motion, Applejack's insides felt so good and tight around her member she kept going until she hit something. "Mmmmm! Ahhh! Huh?!"

"Ahhhhhh! Mmmm! Don't stop now, go deeper!" Applejack said wanting more.

"Well I can't say no to that!" Rainbow Dash then thrusts deeper breaking her virginity and kept thrusting at a nice fast pace. "AHHHH! IT'S EVEN TIGHTER!"

"AHHHHHHHHHHHHHH!" Applejack screamed in pain, but also in pleasure. "Oh yeah, don't stop!"

Rainbow Dash kept her pace as she thrusts her futa cock into her, It took a bit but Applejack's pussy adjusted rather well soon enough. "Ahhhhh! This feels so good!"

"Ahhhhhhhhhhhh! You're good at this Rainbow!" Applejack cried out in pleasure as Rainbow Dash increased in speed.

Rainbow Dash pumped faster and deeper into Applejack feeling herself ready to explode at any minute, but that didn't stop her from increasing the pleasure and her mind went blank. "Ahhhhh! Applejack!"

"Ahhhhhhhhhh! go harder Rainbow Dash, harder!" Applejack stuck her tongue out losing her most of her senses as the pleasure took her. "It feels so good!"

"Okay! Ahhhhhh!" Rainbow Dash went deeper inside her until her entire member disappeared inside her and she pumped much harder.

"Ooooohhhh! Yes!" Applejack cried out in more pleasure. "I feel something coming!"

Rainbow Dash felt the pressure build up again between her legs, she then picked up the pace enjoying every second. "AHHHHHHH! I'M GOING TO EXPLODE!"

"AHHHHHHHHHH!" Applejack felt the need to orgasm, she never felt this good before in her life, and she never saw this side of Rainbow Dash before, but she liked it, she liked it a lot.

"AHHHHHHHHHHHH! Rainbow Dash pumped faster and hit her g-spot hard and fast, the pleasure surged through them both and her colt member grew inside her about to burst.

"YES! YES! I'M CUMMING!" Applejack Screamed in delight as she reached orgasm for the first time, her juices splashed over Rainbow Dash's cock as she orgasmed and her body quivered with excitement. "AHHHHHHHHH! RAINBOW!"

"AHHHHHHHHHHHHHHHHHH! APPLEJACK!" Rainbow Dash came hard and heavily into her friend's womb reaching complete climax with Applejack at the same time and her body felt her seed flow into Applejack.

Applejack panted and laid down on the ground exhausted. ***Pant*** ***Pant*** "Wow...I never felt anything like that before..."

Rainbow Dash pulled out of her and and panted as her colt sperm pooled slowly out of her pussy. ***Pant*** ***Pant*** "Oh Celestia that...was...great.."

"I...I really enjoyed that...Rainbow Dash..." Applejack said in between breathes. "Oh wow..."

"Yeah it..was.." Rainbow Dash relaxed a little as Applejack took a deep breath. "I've always wondered how a colt does that...I liked that..."

"Me too..." Applejack agreed and looked back at her. "So how did you get one of those?"

"Oh uh..Twilight was testing out a spell from one of her books and doesn't know a counter spell, so it's stuck on me until then" Rainbow Dash explained. "But please don't tell anyone Applejack? This is sort of embarrassing.."

"I can understand that, but we should really do it again sometime" Applejack said as she managed to get up. "I bet the others would like that as well"

Rainbow Dash had originally been worried, but now it felt to good to stop, it felt amazing for her and for the other pony involved, it was a win win really, and it would be uncool of her to deny such pleasure to her other friends, she had to experience it with Rarity, Fluttershy and even Pinkie Pie now, she had fun with Twilight and Applejack, and who said she can't have even more fun with them?

"Well I should get going Rainbow Dash, tell Twilight that her new magic works like a charm" Applejack said.

"Oh I will, but first I think I'll make a couple stops first" Rainbow Dash smiled widely and walked away getting horny at the thought of having sex with her other best friends.

**Yay! More pony futa porn and it's only just started, I'm back and updating woot! Sex has gone to Rainbow's head and what Twilight does have planned for Fluttershy? See you readers on the other side of the rainbows!**


End file.
